SecProbe.io

April 25, 2025
Laura Marie Butler
Chairperson of the Special Committee
Dada Nexus Limited
22/F, Oriental Fisherman’s Wharf
No. 1088 Yangshupu Road
Yangpu District, Shanghai 200082
People’s Republic of China
Re:Dada Nexus Limited
Schedule 13E-3 Filed April 17, 2025
File No. 005-91531
Dear Laura Marie Butler:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms used herein have the same meaning as in the Schedule 13E-3, unless
otherwise indicated.
Schedule 13E-3 Filed April 17, 2025
General
1.Please advise us as to what consideration has been given to whether Mr. Ian Su Shan,
who is a director of the Company as well as the Chief Financial Officer and Chief
Climate Officer of JD, is an affiliate engaged in the going private transaction, and
accordingly should be included as a filing person on the Schedule 13E-3.
Alternatively, please revise the Schedule 13E-3 to include Mr. Ian Su Shan as a filing
person. See Question 201.05 of the Division of Corporation Finance’s Compliance
and Disclosure Interpretations for Going Private Transactions, Exchange Act Rule
13e-3 and Schedule 13E-3, available at
http://www.sec.gov/divisions/corpfin/guidance/13e-3-interps.htm. We may have
further comment.

April 25, 2025
Page 2
2.Item 8 of Schedule 13E-3 and Item 1014(a) of Regulation M-A require that the
subject company and affiliates filing a Schedule 13E-3 each state whether they believe
the Rule 13e-3 transaction is fair or unfair to unaffiliated security holders, as defined
in Exchange Act Rule 13e-3(a)(4). We note that the Special Committee and the Board
(e.g., on pages 23-24) and the JD Group (e.g., on pages 30-31) instead believe that the
Merger is fair to the “Unaffiliated Security Holders,” a defined term that appears to
include certain affiliates of the Company, such as its directors and officers. Please
revise or advise us why such current disclosure is fully responsive to the requirements
of Item 1014(a).
3.On a related note, please address how each filing person relying on Duff & Phelps’
opinion was able to reach its fairness determination as to unaffiliated security holders
given that the opinion addresses fairness with respect to the holders of Shares (other
than the Excluded Shares and the Dissenting Shares) and the holders of ADSs (other
than ADSs representing the Excluded Shares), rather than all security holders
unaffiliated with the Company. See Exchange Act Rule 13e-3(a)(4), Item 8 of
Schedule 13E-3, and Item 1014(a) of Regulation M-A.
4.Please provide the disclosure required by Item 3 of Schedule 13E-3 and Item
1003(c)(2) of Regulation M-A for each of the natural persons listed in Annex E.
Background of the Merger, page 17
5.We note the following statement on page 17: “Later on the same date, Mr. Kevin Qing
Guo and Mr. Ian Su Shan, two members of the Board who are interested in the
Proposed Transaction due to their affiliations with JD , notified the Board that they
would recuse themselves from all Board meetings in relation to the Proposed
Transaction” (emphasis added). Please revise this section to specify the nature of Mr.
Kevin Qing Guo and Mr. Ian Su Shan's affiliations with JD. Please also discuss those
affiliations with JD in the section entitled ‘Interests of the Company’s Executive
Officers and Directors in the Merger,’ beginning on page 50.
6.Item 9 of Schedule 13E-3 and Item 1015(b)(6) of Regulation M-A require a filing
person to summarize in considerable detail any reports, whether oral or written,
received from an outside party that is materially related to the Rule 13e-3 transaction.
This section references multiple updates, beginning on February 24, 2025, from Duff
& Phelps to the Special Committee regarding its financial due diligence and
analysis. Additionally, on February 17, 2025 and February 28, 2025, we note that the
Special Committee reviewed additional studies prepared by Duff & Phelps. For these
and any other meetings between the Special Committee and Duff & Phelps, please
summarize the substance of the reports and file any written materials provided to the
Special Committee as exhibits to the Schedule 13E-3. See Item 16 of Schedule 13E-3
and Item 1016(c) of Regulation M-A. To the extent that any reports are duplicative or
are simply updates to earlier reports, your disclosure may summarize material
differences only.
Position of the JD Group as to the Fairness of the Merger, page 30
The factors listed in Instruction 2 to Item 1014 of Regulation M-A, paragraphs (c), (d)
and (e) of Item 1014, and Item 1015 of Regulation M-A are generally relevant to each
filing person’s fairness determination and should be discussed in reasonable detail. 7.

April 25, 2025
Page 3
See Question Nos. 20 and 21 of Exchange Act Release No. 34-17719 (April 13,
1981). We note that the JD Group has not expressly adopted the analyses and
conclusions of the Special Committee and the Board in reaching its fairness
determination. Therefore, please revise this section to include the factors described in
Instruction 2(vi) to Item 1014 of Regulation M-A as well as paragraphs (c), (d), and
(e) of Item 1014. If the procedural safeguards in paragraphs (c), (d), and (e) of Item
1014 were not considered, please explain why the JD Group believes that the Rule
13e-3 transaction is fair in the absence of such safeguards.
8.See comment 7 above. We note that the JD Group considered Duff & Phelps’ fairness
opinion in making its fairness determination. Note that if any filing person has based
its fairness determination on the analysis of factors undertaken by others, such person
must expressly adopt this analysis as its own in order to satisfy the disclosure
obligation under Item 8 of Schedule 13E-3 and Item 1014(b) of Regulation M-A. See
Question 20 of Exchange Act Release No. 34-17719 (April 13, 1981). Please revise to
state, if true, that the JD Group ultimately adopted Duff & Phelps’ analysis and
opinion as its own. Alternatively, please briefly explain to us how the JD Group has
satisfied its obligation to disclose the material factors upon which its fairness
determination is based.
Certain Financial Projections, page 33
9.On page 35, we note the list of assumptions that the Company’s management made in
preparing the Management Projections. Please revise these assumptions to quantify
them where practicable.
Opinion of the Special Committee's Financial Advisor, page 35
10.Please revise the subsection entitled ‘Discounted Cash Flow Analysis,’ beginning on
page 39, to explain how Duff & Phelps determined the Company’s projected future
unlevered free cash flows for the fiscal years ending December 31, 2025 through
December 31, 2034 based on the Management Projections set forth on page 34.
11.On page 40, we note that Duff & Phelps did not use multiples derived from the
comparable companies it selected to calculate an implied valuation for the Company,
but instead they appear to have compared such comparable companies’ multiples to
“various valuation multiples for the Company implied by the valuation range
determined from the discounted cash flow analysis.” Please revise to state these
valuation multiples for the Company that have been derived from Duff & Phelps’
discounted cash flow analysis.
12.On page 42, we note that Duff & Phelps’ affiliates have previously provided certain
valuation services to JD. Please revise to state if Duff & Phelps, or any of its affiliates,
has had any other material relationship with the Company, or any of its affiliates,
during the past two years. See Item 9 of Schedule 13E-3 and Item 1015(b)(4) of
Regulation M-A.
Voting by the JD Group at the Extraordinary General Meeting, page 53
We note that Parent and Merger Sub have agreed to vote and cause their respective
affiliates to vote all of their Shares in favor of approving the Transactions pursuant to 13.

April 25, 2025
Page 4
the Merger Agreement. We also note that according to the section entitled ‘Security
Ownership of Certain Beneficial Owners and Management of the Company,’ each of
the Company’s directors and executive officers beneficially owns less than 1% of the
outstanding Shares. However, to the extent that any of the Company’s directors and
executive officers own Shares, please revise to state how each of them intends to vote
such Shares at the extraordinary general meeting. See Item 12 of Schedule 13E-3 and
Item 1012(d) of Regulation M-A.
Transactions in the Shares and ADSs, page 90
14.In the subsection entitled ‘Purchases by the Company,’ we note that the Company has
repurchased “approximately 7,301,712 ADSs for US$13.0 million at a weighted
average price of US$1.77” through its share repurchase program. Please revise to state
the amount of ADSs purchased, the range of prices paid, and the average purchase
price for each quarter since the program was announced in March 2024. See Item 2 of
Schedule 13E-3 and Item 1002(f) of Regulation M-A.
Security Ownership of Certain Beneficial Owners and Management of the Company, page 91
15.Please revise to state the aggregate number and percentage of the Shares that are
beneficially owned by each person specified in General Instruction C to Schedule
13E-3 for each filing person of the Schedule 13E-3. See Annex E. See also Item 11 of
Schedule 13E-3 and Item 1008(a) of Regulation M-A.
Where You Can Find More Information, page 95
16.The SEC no longer maintains a public reference room where filings can be inspected
and copied by the public. Please revise the disclosure in the first paragraph of this
section accordingly.
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions